The Rising Carnage
by Ammicus Prague
Summary: FINISHED 1/07 The Amazing Spider-Man, Part 1. When high-school student Peter Parker is bitten by a radioactive spider, his life turns upside down. He gains powers like those of a spider. Meanwhile, a strange alien symbiote crashes to Earth and, when it bonds with a serial murderer, it creates a villain even beyond Peter's superhuman abilities. Will evil ultimately prevail?
1. The Spider Bite

**DISCLAIMER: I do not own any characters but the OC's that I make up. **

**Basically, this is how Peter gets his powers. It's a bit based on the first Spider-Man movie, but with slight modifications.**

Peter Parker woke up to the sound of his alarm clock.

After shutting it off, he picked up and put on his glasses. His mirror caught his eye. Peter turned to it, and looked at himself. Hey, look, it's your nerdy neighborhood Peter Parker, high school science wiz, he thought to himself. After putting on some clothes, he went down to the kitchen and wolfed down his breakfast. Then he went to catch the school bus.

At school, his classes went by, slowly as ever. He daydreamed through social studies, blanked out at math, and twiddled his thumbs until English was over. He had ADHD, so it was hard to focus on most of his lessons. Science was his favorite subject, and he had no trouble focusing there. He looked forward to it every day, and often made projects for extra credit.

Mary Jane only had science with him, so he embarrassed himself in front of her all the time. He had had a crush on her for years, ever since they had met in eighth grade. It especially didn't help that science was the only class he shared with Flash Thompson, who was the school bully. He was on the football team, which Peter had tried out for once before getting a bloody nose from the linebacker.

Today, he sat alone at lunch. His friend Andy was absent due to catching the flu. As usual, he was recovering from Flash's pre-lunch wedgie, and he was chewing on a tuna fish sandwich made by Aunt May. To his great surprise, Mary Jane left her usual table.

_She's walking over here. She's going to sit next to me._

She walked past his table. Peter turned, and saw her friends at a table by the window.

_ Nope. Guess I was wrong-not for the first time._

He headed to science, only to find a note on the door that read, FIELD TRIP THIS AFTERNOON-MUSEUM OF SCIENCE. He'd forgotten about the trip. He headed out the door to the buses, only to find that the bus had already started to leave.

"HEY! STOP THE BUS! STOP!" Peter cried. He attempted to reach the side door, but he simply couldn't. After about three blocks, the bus stopped and let an exhausted Peter in. He apologized to the teacher, who simply told him to sit down.

When they reached the museum, Peter and his classmates stopped to hear the curator blabble on about all the projects they'd housed for years. One was a genetic spider project, one was an atom particle separator, and another was an ant cloning project.

Of course, Peter was fascinated. He expressed special interest in the spider project, seeing how the attributes of several species of spider could be genetically put into one spider, if wanted. He even gave the scientists some pointers about the genetic structure of spiders, and told them how to apply chemicals to enhance intelligence levels.

As he was walking away from the exhibit, he felt a strong pain on the back of his hand.


	2. Extraordinary Powers

Peter glanced at his hand. A small bump was on its back, with two tiny purple holes in it. He immediately started wincing as his hand started to shake. He managed to get through the rest of the trip, and ran home to his aunt and uncle's house.

"Aunt May?" Peter yelled, grasping his hand. She came around the corner holding a duster. "What is it, Peter? Did you scrape yourself?"

"No. I was just-um-wondering when dinner would be ready." He stammered nervously.

"In thirty minutes. It's lamb cobbler."

Peter nodded and went to his bedroom.

He had a searing headache. The bump was bigger now. He vaguely remembered a small black shape that he'd seen as he went back to the group.

_A spider._

Of course. The spider had bitten him. But had it been a normal spider?

Desperately he tried to remember. But he couldn't focus. So many thoughts, going through his brain at the same time.

He telepathically retraced his steps. He'd talked to the scientist…

Suddenly a scrap of the conversation came back to him.

"_These are our test spiders. We have injected them with a cellular substance that genetically modifies and enhances the spider. Almost like a liquid steroid. It really only has one test flaw-if it bites something, then the material leaves the body. There were six of them, but apparently two have escaped. We believe that they may be dead now, or close to it, because of the radioactive genetic material weakening inferior cells."_

It didn't take long to deduce what had happened.

_After the spider had escaped, _he thought_, it had desperately tried to survive. The scientists also told me that if it could bite something, it could rid itself of the substance. It crawled onto me and bit me, and then it died._

Peter's head pounded again. The pain was so intense that he was having trouble staying awake. Eventually, he blacked out.

"Peter? Peter!"

He was being shaken. Groggily, he opened his eyes. Aunt May was trying to wake him.

"Peter, are you all right? You've been asleep since last night!"

He could see her clearly.

He groped for his glasses, which had fallen onto the floor. Looking through them, everything became blob-like and blurry.

He took off the glasses. He could read every word on the poster on the far wall, and could even see the fingerprints on it.

"Of course. The spider had been enhanced, and when the material entered me, it enhanced my abilities. Just like the spider," he said to himself.

Looking at his body in the mirror, he noticed his muscular frame. It seemed as if the spider-material had enhanced his physiques. No longer could he count his ribs, but he could see his six-pack! Peter was genuinely amazed at what the material had done. He looked up and smiled.

_ I wonder how Flash takes this…_


	3. The Carnage Begins

A small rock crashed into a forest.

It was still on fire, flickering violently for several more minutes before finally extinguishing. If anyone had been near the asteroid, they may have heard a crawling sound coming from it.

The goo-like symbiote crawled formlessly along the block. It was red in color, but had small black specks in it. The symbiote headed towards the Museum of Science, where it sensed living beings nearby. It needed to bond-and fast.

However, it didn't get the chance.

A small arachnid crawled weakly and unknowingly towards the symbiote. The symbiote noted its weakness, and deduced that it was dying. It was a small, insignificant life-form, but it could do.

The symbiote crawled onto the spider, taking it over, overpowering the genetic material inside it and replacing it with something else, something worse: evil.

* * *

Ben Parker was a strong man.

He'd fought at Vietnam. He'd raised a family. He was a taxpayer. He'd been through hell and back, and he wasn't afraid to stand up for what was right. However, he also didn't like to start fights, and he was good at inspiring people.

When he returned from work, with Peter walking home from school in a half hour, what he found surprised him.

The front door was open.

He walked in.

"May?" He called out to his wife. "May? Are you in here?"

He could just barely hear a slight, muffled noise. It sounded like a squeal. Ascending the stairs to their bedroom, he saw May.

Her hands tied behind her back. Her mouth covered with tape.

There was a man going through his drawers. He had on a ski mask and wore black gloves.

"What's goin' on here?" Ben asked, making sure the robber heard him.

The man turned, a gun cocked and aimed at his chest.

"Who are you?" The man asked.

"Ben Parker. This is my house."

The robber tensed up. "Let me go in peace. If you make any sudden moves, I'll shoot!"

Ben held up his hands slowly. "OK, son. What's your name?"

The robber hesitated before saying, "Kasady."

"Alright, Kasady. You don't have to do this. Just-just put down the gun, and leave, preferably without my money." The robber had found the stash of Ben Franklins that he'd laboriously saved up for a vacation, and was obviously planning to take it.

"No!" Kasady exclaimed. "Let me go in peace, with the money!"

"I-I can't." Ben stepped forward, and suddenly sprang into action.

He ducked under the man's gun hand, clutching his wrist and twisting it. The gun clambered to the floor. The robber pulled a knife on Ben, who caught the blade carefully and twisted it back on Kasady, making a cut on his forearm. The robber dropped the knife, too, clutching his arm in pain.

"Clumsy, aren't you?" Ben inquired wittily.

Ben wrestled for the robber's other hand, which held the cash.

He realized too late that the robber had recovered the gun.

"NO! BEN, NO, NO!" cried May, as Ben's eyes widened and he fell to the floor.

Ben gasped, "May-May-"

* * *

Peter was a block away from his aunt and uncle's house when he heard the sirens.

_I wonder what those are about._

As he got closer, he realized that the sirens were coming from his aunt and uncle's.

Oh, no…

Peter broke into a run, a sprint, a dash as he passed the police cars and saw Uncle Ben on a stretcher, his white shirt stained by a huge bloodstain.

Peter looked upon Ben.

"P-Peter…P-Peter…"

Ben then lay still for a long time.

Tears blinding his vision, he cried, "No, Uncle Ben, no!"

Looking at the medic and the cop standing beside the stretcher, he said, "What happened?"

"House got robbed. He was shot by Cletus Kasady. He's been recovered and sent to prison."

Peter's anger died down. "Uncle Ben…"

The spider continued to travel down the sidewalk. Passing up the museum, it continued to the prison a few blocks away. It was isolated but heavily guarded and fenced.

The noise made the spider repulse. It desperately looked for a way to get away. It found a large human life form, and proceeded to separate itself. The former host for the symbiote attached itself to the human's shoe as the spider died, abandoned.

* * *

The trial was brief.

Cletus Kasady had already been arrested before, on several charges of theft, but the jails he'd been put in were lazily guarded. Escape was as simple as counting to ten. He'd needed money to care for his dying wife, and so he resorted to crime to solve his problems.

With Aunt May as witness, Cletus's lawyer was creamed. His pathetic attempts to defend Kasady were useless, and the final verdict was life in prison for murder plus two months for attempted theft.

That night, in the high-security section, the symbiote unattached itself from Kasady's shoe. Crawling across the floor, it climbed his hand and found the cut that Ben had given Kasady. It entered the cut and was instantly spread across Kasady's bloodstream. His fingers elongated, growing claws at the end. His skin turned red and black. His teeth turned into fangs. He grew stronger, more powerful.

He easily pulled his bars open, dispatching the guards with a flick of his wrist, and opened the fire escape door. Running out into the night, he cried, "Ready or not, here comes CARNAGE!"


	4. Peter's Revenge

The next day, at lunch, Mary Jane came to sit with him.

"Peter, I'm so sorry about Uncle Ben."

He looked up at her. Before yesterday, he would've peed himself if Mary Jane had come to sit with him. Now, it didn't mean a thing to him. "Don't apologize. It wasn't your fault."

Mary Jane replied, "It wasn't yours, either."

"But it was, Mary Jane," Peter said. "If I'd been home, I could've stopped him."

But Mary Jane was shaking her head. "No, Peter. You couldn't have stopped him. He had a gun, _and_ a knife, while all you'd have is your fists and feet."

"You don't understand, Mary Jane."

"Peter, I'm your friend. If you need something, just ask me." She smiled at him.

Well, maybe this day wouldn't be as bad as he'd thought.

Suddenly, a strong jolt overcame him. He was alert to everything within ten feet of him. And, two feet in front of him, a fist launched out.

Instinctively, he did a backflip. When he landed, there was Flash, huffing and puffing.

"Why are you hittin' on my girl, Parker? Haven't you tried the book club?"

Peter taunted, "Hey, Big Bad Wolf, you gonna blow the house down? 'Cause you're huffing and puffing!"

Flash bared his teeth. "I'm gonna knock your head off, Puny Parker, and then we'll see how funny you are."

"Um, I kind of need my head. You know, for medical purposes."

Flash came at him with an extended arm. Peter bent over backwards, and the arm swung over him. The momentum led him to do another backflip, and his feet landed on the wall. However, instead of coming off, they stuck to the wall, and when Peter stood up straight, he was standing sideways.

"Whoa!" some of the kids exclaimed.

After the initial shock had worn off, Flash rapidly tried to get Peter with his right hook. When Flash attempted to take his legs out from under him, Peter jumped so high he reached the ceiling.

And didn't come off.

Peter was clinging onto the ceiling.

"What are you, Parker? Some kind of spider?" Flash inquired.

"No. I'm just trying to keep my head. You see, inside my head is something called a brain. You wouldn't be concerned, seeing as you don't have one…"

"So, you just gonna hang up there, or are you gonna get what's coming to you?"

"I think I'll just hang around."

"Fine. Whatever. I think you know what you need to do to avoid another beating." Flash stormed off, along with almost half of the crowd.

When Peter dropped down, the new kid Harry was looking at him in awe.

"Dude, how'd you do that?" Harry marveled.

"That's what I'd like to know," Peter said.

Harry was bookish, like Peter. He didn't fit in, and he had almost no friends. However, what most people didn't know was that his father was rich businessman Norman Osborn. Norman did projects for the military every now and again. Peter learned from Harry that he didn't really support his father's wealth. He didn't exploit it, either.

Peter rushed out of school after the last bell. He had some experimenting to do.


	5. Experiments

**Author's Note continued: Sorry for the long wait, folks. I've been busy lately but now I have some free time. I feel kind of guilty for not contributing for two months, so today I will upload as much as possible. Just tell me if I overdid the costume thing. Thanks.**

Peter went to an old, discreet alley. Its walls were a stone gray. The walls seemed to go on forever. He hung out here when he was running from Flash sometimes. It provided many hiding places for him that were inaccessible to Flash due to his lack of agility. Even when he was bored he came here.

Peter walked to a particularly blank piece of wall. He remembered how he stuck to the wall at school, and placed his hand on the wall. A single attempt to remove it proved futile. His hand was stuck to the wall. It took a great effort to remove it, even with his newfound strength.

He placed his hand on the wall again. Then he put his other hand slightly higher on the wall. He tried to use his feet for balance, but the applied pressure tugged him back down. Apparently his feet only stuck when they were bare; whatever was connecting his hands to the wall wasn't long enough to go through his shoes.

So he climbed, relying on his hands to hold himself up. He wondered how awkward he looked from another person's point of view. Finally he reached the top.

He was standing on a rather tall building. From it he could see the Chrysler Building and the huge library a little ways from it.

A sudden thought occurred to him: Couldn't spiders spin webs at their own will? But they spin webs from their rear…well, might as well try.

He spun round and aimed his butt at a nearby flagpole, feeling very self-conscious. Nothing happened. After several tries, he thought, well, maybe from someplace else…

Ruling out his feet and other places, he settled for his hands. He pointed his hand at the flagpole. Still nothing happened.

Finally, he put pressure on his palm and fired a sticky glob of silver stuff at the flagpole.

Whoa, he thought. He tried again, this time with all his fingers but the middle and ring extended. Another glob shot out of his wrist.

"Unreal," Peter said to himself.

Before coming back home, he went to pick up the evening paper. Looking through it, he saw a big, bright article near the back. It boasted big, yellow lettering:

**TOMORROW AT 7...BIG WRESTLING MATCH STARRING CRUSHER HOGAN!**

**$1000 TO WHOMEVER DEFEATS CHAMPION!**

**COLORFUL COSTUMES REQUIRED…**


	6. The Birth of Spider-Man

At home, Peter set to work.

His first priority was to manipulate the globs of goo fired from his wrist. He built a small device that would feed the glob through itself and form a thin but strong cord, exactly like an actual spider web. Upon testing it again, he found that it was able to support about three hundred pounds.

Next was his wall-crawling ability. It was too hard to move fast when it was so hard to detach his hands from the walls, so he made pads for them that were able to attach and detach easily, but still stick as much as without them.

Finally, he needed a costume. He wanted it to be good, not a makeshift costume, but not a flashy one, either. He found an old red-and-blue swimsuit of Uncle Ben's that had long arms and legs. It was made out of some sort of spandex, and it seemed too small. But when Peter put it on, it fit perfectly. In fact, it fit too perfect, so after buying a cup and adding some padding, it looked better. Since Aunt May had taught him sewing, and he was pretty good at it, he found some more red fabric and added gloves and a belt. He made the boots from Aunt May's old water shoes. Lastly, he found a neat-looking material that, from the outside, had a mirrorlike surface but, from the inside, was like a glasses lens. Since it was close to Halloween, he bought a red luchador mask and added eyes-and so was the mask made.

Now, he needed a name. Black Widow? Human Spider? The Tarantula? Spider-Boy? Maybe…but "boy" sounded too naïve… But Spider-Man…that was better.


	7. The Wrestling Match

Crusher Hogan saw this as a waste of time.

Never in his life had he been defeated. Sure, Kraven had almost beaten the crap out of him, but he'd made a comeback right after the second pin and knocked him silly. That was the last time he'd been close to a pin. In fifteen years, he had steadily built himself up. Finally, after defeating Bonesaw Mcgraw a few months ago, he was at the top.

So he didn't expect much tonight.

The first challenger was a skimpy man in a muscle suit. Hogan floored him in two minutes flat, and the guy was out like a light. Another guy wore a green leotard and a snake-like mask. He was young, in his teens. He was a bit tougher than usual. Very lithe, almost like a python in his movements. Hogan had caught him off guard just before the three-minute time limit ran out.

Another guy wore what looked like a pair of long johns and a Mexican mask. He seemed pretty confident…Hogan intended to change that. He wasn't really remarkable in shape, but something about him told him to be wary.

Hogan rushed towards him. Instantly the man shot some rope out of his wrists and did a somersault, avoiding him and making him crash into the ropes.

He looked up and found the man perched on the top turnbuckle. "Come down and fight!"

"No thanks, Goliath."

"What, you scared?"

"Nope, I'm just trying to stay clean. This costume and blood don't mix well. Speaking of which-" The man dropped down and caught Hogan's uniform by the strap, gave it a hard tug, and let go, and it slapped against his skin so that he cried out. "AAARRGGHH!" "-nice outfit. Your husband give it to you?"

Infuriated, wounded and embarrassed, Hogan sent a clothesline at the guy so swiftly, it would've knocked anyone else cold for a couple days. But again the man dodged and clung to the turnbuckle.

Hogan backed up, pressing the ropes back like a human slingshot. He launched himself at the other man. But he jumped over Hogan, caught hold of his head, and kicked it, never letting go. A crack issued from Hogan, and he fell.

"ONE…TWO…THREE…"

The bell rang.

"WINNER! OUR WINNER, SPIDER-MAN!"


	8. Fate Plants Its Seeds

**Author's Note: I'm a little concerned that my chapters are shorter…Tell me what you think about it.**

Peter went to the manager's office to collect his winnings.

The manager slid him a single $100. "Now get out."

"Wait. That's it? The ad said a grand."

"Typo. Scram."

"No, the announcer said one grand."

"You beat Hogan in two minutes. The ad said to last for three."

"So, you cheat me out of a grand just because I was better than your sleazy wrestlers?" Peter fumed.

"Kid, that's not my issue. Now get outta my face."

Peter had noticed another guy waiting outside. He'd been there for a while. Peter figured he had something important to discuss with the scammer, and said to himself, better him than me.

He walked out the door, enraged. He fleetingly noticed that the man was masked. But he felt no tingle.

"HEY! HE STOLE THE MONEY!"

It was the manager. Turning from the elevator, he saw the masked man in a breakneck sprint towards the door. Two security guards were in pursuit. The man threw a small bundle his way, and a quick look told him that it was money. Apparently the guy had been listening to his conversation and felt pity for him. He let the man run past him and into the elevator. He made a small nod before the doors closed.

Quickly pocketing the money, he saw the distraught manager and the guards slamming at the elevator, but it was no use.

"What's the matter with you? Why didn't you stop him?" the manager asked.

"Not my issue," Peter threw the man's own statement back at him.

The manager, fury blazing in his eyes, launched himself at Peter. The guards wrestled with him, tackling the manager and handcuffing him. "Control yourself, sir."

"You little runt!" The man yelled at him. "I'll get you for this!"


	9. The Great Pursuit

**Hello!**

**I accidentally posted the same chapter twice, so sorry to those who have read it and noticed. I've fixed the mistake.**

**THIS CHAPTER IS LONG! Dark Dragon, thanks for the suggestion. I hope I won't disappoint.**

**Here we go!**

Hogan held his head in his hands. He'd actually lost a fight. The manager had been so angry about being robbed. He'd fired Hogan on the spot. Hogan thought, even if he hadn't gotten robbed, he'd still fire me. He'd be mad because Hogan never lost. He'd bet the world on Hogan because he was undefeatable. Packing his bags, he headed to the lobby.

Once there, he ran into the spider guy who'd defeated him. The guy had his mask off. Wait a minute-he was a kid! Hogan felt even more embarrassed.

The kid turned to him. "Look, Hogan. I'm sorry for embarrassing you out there. It's just that I needed some money-"

Hogan turned to the kid. "You know, I have a sick wife and two kids to feed. I'm barely making it as it is. So don't play the poor card on me. Get outta my face." He pushed past the kid and exited the building.

A few blocks away, he heard footsteps around the corner. Turning, he saw a man in a ski mask running towards him with a bag of cash in his hand.

That's the guy who robbed Boss!

Hogan felt a wave of fury rise up inside him. This was the guy who cost him his job. And he still had the money with him…Maybe he could get it back, give it to Boss, and get his job!

Hogan tackled the robber.

"Give me the money!" he cried at the downed man. He tried to wrestle (no pun intended) the bag out of the guy's hand. He slightly noticed the guy was attempting to reach his pocket.

Too late, he froze as the gunshot sounded.

* * *

Peter was walking home. Aunt May would probably be mad at him for staying out so late, but he figured she might cheer up when she saw what he'd got her. With this money, they could pay off most of their bills.

Hogan had blown up in his face. He still felt guilty about humiliating him like that. But what else could he have done?

On the intersection ahead, blue lights flashed furiously. What happened?

A large crowd had gathered in front of the police cars. Pushing his way through, he fought to see the object of attention. Finally he reached the front.

Hogan.

He lay there in a pool of blood, clutching his stomach. Police officers attempted to force the crowd back, but to no avail. A few reporters were bellowing questions at them.

"What happened?"

"Did anyone see the murderer?"

"Do you know anything about the cause of this epidemic?"

Peter knelt down and looked at Hogan. His eyes were glossy and empty. Life stirred ever so slightly in them. Fading, but still there.

"Kid…" Hogan looked over at him. "He went…down Byers…" He pointed slightly to the street in front of him, heading left.

Peter nodded, and Hogan nodded back. Then, he went still.

Peter stood up. He had to stop this guy, before he ruined another family.

Peter ran down the nearest alley. It was parallel to Byers, and easier to navigate. Gaining momentum, he jumped for all he was worth.

Clinging to the wall, he scurried up it. The pads allowed him to move quickly on it, and he made it to the top in no time. He jumped over the side and ran to the other edge.

His spider sense told him that the killer now had a car, and was followed by three cop cars. They were only attempting to pull him over for his reckless driving…they had no idea that he'd killed a man just moments earlier.

He did.

He looked down to a streetlight. Could he do it? Would he do it right?

It was time to find out.

He activated the shooter on his right wrist, and pressed the trigger. A fine cord of web shot out and attached itself to the streetlight.

Oh, boy, he thought to himself, and let go.

He was flying through the air at a breakneck speed. He almost forgot about his situation as the adrenaline pumped through him. He looked up and-

Crashing into a building, he plummeted toward the ground.

Thwip!

Another strand of web shot out and grabbed a further streetlight. Peter was instantly pulled upright, and swung in a high arc. At its highest point, he caught a third streetlight.

"WHOO-HOO!" Peter yelled, enjoying every minute of it. He had to admit, this was fun. Much faster than riding by car, anyway…

The thought alerted him to his situation. He'd lost the car!

But he could still hear the sirens…

He let his spider sense guide him until he quickly caught up with the killer. Then, releasing his web rope, he dropped down onto the car.

Opening the passenger door, he hopped in and sat.

"Hey, dude. Got any gum?"

The killer yelped and reached for his gun.

"Hey, hey-I only just got here, no need for the hostility!" Peter shot a web at the gun and tugged it, pulling it out of the man's grasp and throwing it out of the window.

"Really, dude. I want some gum."

The driver turned onto the sidewalk, crashing the passenger side of the car into the buildings.

"Really? I guess I can see when I'm not wanted," Peter said, feigning offense.

He burst through the windshield and kicked back through on the driver's side, immobilizing him.

The car slammed into an old warehouse.

Peter perched on a flagpole above the door.

"And I didn't even get my gum…"


	10. Warehouse Showdown

**This is a quickie chapter… I didn't really have much to say in this part. Sorry.**

**About this part of the story…does it work? I know that this part was supposed to be after Uncle Ben's death. When writing this, I wanted to make it new, not a repeat of the comics. However, I still tried to put the comics into it.**

**Enjoy!**

Peter inched along the ceiling. The killer was slowly moving deeper into the warehouse, through countless rooms and hallways. The cops would have a heck of a time trying to reach him.

Floodlights swept through the building at random intervals. He didn't see how they would help, but figured that they had a reason for it.

He accidentally shifted, making a clang that could've echoed through the whole building.

"WHO'S THERE?" The killer shouted. "I'M ARMED!"

Peter said to himself, well, he already knows I'm here. Might as well deal with him now.

He dropped from the ceiling with a backflip of sorts, plunging straight down and flipping over onto the ground. Then he launched himself at the killer, twisting like a ballerina, and catching the killer's head with his feet. Peter then landed on his hands and pulled the killer into his own front flip, yanking off his mask.

"Don't hurt me. Just give me a chance, please!"

"What about Hogan?" Peter said. "What about him? Did he have a chance? Did he? TALK!"

The floodlights came down in Peter's face. It clearly illuminated the other man's, and Peter turned white.

It was Cletus Kasady.

"You. You killed Uncle Ben. You were supposed to be in jail." Peter stammered. Another realization suddenly hit him. "I let you go and kill Hogan. I didn't stop you."

"Yes, thank you for that, but I have to go now-"

The man never finished his sentence.

Peter stepped towards the man. He tripped and fell out of the window, plummeting down several stories before landing on a cop car with a loud crack.

"Hey-it's Kasady!" one cop noted. The others gathered around his body.

One cop grabbed a bullhorn and shouted, "GET DOWN ON THE GROUND AND GET RID OF YOUR WEAPONS OR FACE DEADLY FORCE!"

Peter quickly ran to the other side of the room.

When he got back home, the TV had large headlines scrolling across the bottom:

**MURDER, THEFT AT WRESTLING ARENA...****WAREHOUSE SHOOTOUT...****MASKED MAN ESCAPES POLICE FORCE**

Turning off the TV, he snuck into his bedroom.


	11. A Criminal!

**Hello again!**

**By the name of the chapter, you might have guessed what's coming in it. That's right-J. Jonah Jameson!**

**Read on!**

J. Jonah Jameson was having a bad week.

Jameson was the editor of the Daily Bugle, one of the many newspapers that ran in New York City. Sales were down as of late; he was running out of stories. Making up junk about celebrities only entertained the public for so long. No one cared about swine flu or low economy or things like that. He was seriously contemplating discontinuing the Bugle, when one of his photographers burst into his office.

"What is it, Yolanda? If you want a raise, then get out."

"No, sir. We caught footage of the warehouse tragedy last night."

"Okay…so?"

"Ned and I were looking through it, and we may have found actual footage of the masked man leaving the warehouse!"

"Okay…_so?_"

"He was swinging from rooftops! We can give it to the television department downstairs and run a story about him!"

"Why would you want to write a story about some murderer who can swing across rooftops? Get out until you can give me a real story. Try those disappearances happening lately."

* * *

Peter hadn't been out of his house for a week. Aunt May would sometimes come in and give him lunch, but he never got up from his chair.

He was responsible for two murders. Sure, one could probably justify Kasady's death, seeing as he had killed his uncle, but if he had stopped Kasady, then Hogan wouldn't be dead.

The thought was stuck in his head like glue.

Finally, he came to a conclusion.

An innocent man had died because of his inaction. So, from now on, he would take action. No one else would pay for his mistakes.

He opened his closet and got out his wrestling outfit. It had several tears in it. The fabric wasn't strong enough to support his movements, it seemed.

Well, after he'd given the majority to Aunt May for bills, he still had a good amount left…

* * *

"_Who is Spider-Man?_" J. Jonah Jameson said, as he watched the short documentary that Ned and Yolanda had put together. "He's a criminal, that's who he is. I told you, get me a real story!"

"Sir, Spider-Man has brought crime down a whopping 12% in two weeks! That's more than the NYPD has done in a month and a half!"

"Your point?"

"He's no criminal, he's a hero!" Ned said.

"Then why does he wear a mask?" Jonah said. "Listen. This guy is a nutcase who needs to be contained. He's probably killing off competition so he can get more money from his boss. Now, do you have anything on those disappearances?"

"No, but-" Yolanda started.

"OUT!" Jonah said.

* * *

Two goons snuck up to a loaded truck that was hauling money.

Scanning the scene, they spotted two guards on either side of the back, watching the money get placed inside. They seemed rather tired. Bored, even.

The guards were out with jabs to the face. They closed the back doors and headed to the cab.

"This must be at least six grand in here!" Thug One said.

"Great! Where's my cut?"

A red-and-blue figure dropped down in front of Thug One. It launched an uppercut into his jaw, and knocked him out cold. With incredible flexibility, he flipped over the truck, caught Thug Two's face with his feet, and twisted him to the ground.

"And you thought the guards were tired…"

He looked to the truck. With two weblines, he pulled down the back door. After putting the money back inside the bank that the money was being hauled from, he webbed the doors shut and secured the goons in the web.

Taking a bill, he went to a random red-headed bystander.

"Hey, do you have a pen?" The bystander (who was kind of attractive) gave him one, with a weird expression on her face. She looked him up and down.

"Um, I'm late for a comic convention," he lied. Then he wrote randomly, "Courtesy of your friendly neighborhood Spider-Man" on the top, gave President Jackson a mustache, and stuck it to the web also.

"Thanks," he said. "Call me sometime."

Then he was gone.

The bystander turned and started back for home, not noticing the small slip of paper attached to her coat with a number on it.


	12. Mysterious Interlude

Harry Osborn went home and found his father on the floor.

"Dad!" Harry cried, running over to Norman.

Norman got up. He looked at Harry and groggily said, "Did I miss something?"

"Why are you on the floor, Dad?" Harry lifted him up onto the couch.

Norman hastily invented something. "Sorry, I was tired."

"Oh. Well, try to make it to the bed next time." Harry cast one more worrisome look at Norman and went to his room, shutting the door.

Norman looked at it for five seconds, then rushed out of the house.

Harry opened the door and just as he left, said, "Hey Dad, I made a new frie-"

Norman was gone.

Harry went back in his room. "I guess he made it to the bed this time."


	13. Fight at the Museum

Peter quickly swung through the city. It had come to his attention that a major crime was happening down at the Museum of Science, only weeks after he had visited. The Museum was a few blocks away from where he happened to be at moment of summons, and he reached it in no time.

Police cars surrounded the museum. The blue and red lights blinded Peter momentarily. He landed on the top of the museum, where a large glass window displayed the whole scene.

A large, humanoid figure, lean, red in color, was rampaging through the museum.

Peter opened the window swiftly, dropping down right in front of the thing.

"You know, I think I've established that red is _my_ color-"

With surprising speed, the figure kicked him out of the way. Spider-Man went flying into a rather uninteresting, female marble model whose exposed unmentionables crumbled to dust. "Dude, someone worked hard on that! But in my opinion, it wasn't _that_ attractive..."

The thing roared at him.

"Here," Peter said, mockingly fanning the air, "have some gum. I got some after the last little outing I had-but you seem to need it more than I do." Taking some gum from a small, concealed pocket in his suit, he popped a piece of gum into the creature's mouth. Gagging, it began to choke.

"Oh, what's wrong? You allergic to gum?"

The thing grasped at its neck, trying to clear its windpipe. Stuttering, it managed to hack out a sentence: "You...meddling...idiot!"

"Hey, I didn't have to give you the gum."

With that, the creature backhanded him. This time, he used his momentum to web a spire from a model of a Capitol building and swung in a circle, coming up behind the creature and slamming into it. It roared at him again.

Jokingly Peter remarked, "Hey, the gum worked!"

The joke threw him off just long enough for the creature to sever Peter's web and grab him out of the air. Slamming him into another statue, he growled at Peter.

"Who are you to interfere with me? Do you know who I am, little boy?"

Peter raised his brow. "An anorexic, zombie Kool-Aid Guy?"

The suited figure chuckled. "No, fool. I am Carnage. I am the instrument of your demise...now, prepare to die!"

The figure jammed one of its claws up Peter's ribcage.

Peter grasped at his wound, collapsing as the figure released him.

Carnage glanced down at his body as Peter losst consciousness. Crouching down, he found the pocket in his suit and pulled out the package of gum.

"This gum was quite tasty..."


	14. Gwen Stacy

In the days following, Peter discovered something else about his powers. Ever since the fight at the museum, the wound had quickly healed. In fact, almost a week after, it was gone. However, his bruises remained.

At school, he was talking to Harry Osborn, with whom he had struck up quite a friendship. Harry was already a popular guy, with his good looks and money. But in fact, he and Peter had quite a lot in common, specifically the fact that they had never really had a mother or father to look up to. Harry's mother had died of cancer early in his life, and his father was too busy to really care about him. Peter's parents had died in a plane crash when he was young, as well. They were discussing going to see the newest James Bond movie.

"I hear it's the best one yet. It's got Voldemort in it," Harry revealed.

"Voldemort? You mean Ralph Fiennes?" Peter asked.

"Yeah. In the movie, he's actually this army guy who-"

"No spoilers! I want to be surprised." Peter quickly stopped him from talking.

"Sorry. Have you gotten anyone to go with?" Harry inquired.

"Nope. I don't really know anybody," Peter confessed.

"I think I may know someone. Her locker is around here somewhere, you'll like her..." Harry led Peter to the short hall of Midtown's north building. He was curious to see who Harry thought was appropriate for him to go to the movie with him, but it possibly could be someone unattractive.

"Here she is!" Harry exclaimed. A very attractive blond-haired girl looked up at Harry and waved. Harry brought Peter over to her.

"Hey Gwen, there's someone I want you to meet."

Gwen looked over at him. Smiling, she greeted Harry and turned to Peter. "Hi. My name's Gwen," she said, extending her hand.

Peter shook it swiftly, and released it. "Hi. I'm Peter."

Harry laughed, amused at his sudden shyness. Peter coughed very pointedly, and Harry, getting the point, excused himself.

Gwen giggled at Harry, then said, "Aren't you the guy from Advanced Physics?"

Peter suddenly had a flash of a blond curtain of hair sitting near Mary Jane. "Yeah. That's me."

"You're really smart."

He blushed a little. "Not as smart as you, though. If I'm correct, I seem to remember you got a perfect 100 on the EOC's. I barely scraped a 99."

"Barely?" Gwen asked, almost teasingly.

"Yeah, I missed the question about, uh-well, I can't remember what it was about-"

"But you can remember my score?"

"Well, the teacher was rubbing it in." Peter was already breaking out of his shell.

"So...I hear Harry's taking Mary Jane to James Bond this weekend." She tried to sound nonchalant, but Peter could tell she wanted something.

Slowly but confidently, he asked, "Would you like to go with me?"

Gwen faked as if she was considering the question. "Sure. But you get the popcorn."

"Alright." Peter's stomach did gymnastics.

Looking over his shoulder, she added, "And tell Harry over there that his fly is down."

Looking over to the entrance to the girls' bathroom, where Harry was hiding behind the lockers next to it, they saw him look down and fix his zipper. Just afterwards, a girl came out and saw him. As he turned, she yelled, "Ewww!" and ran off. Harry looked away, with a look on his face that said, "Oops."

Gwen and Peter laughed. Taking a small strip of paper, she wrote her number on it and gave it to him. Walking off, she looked back and waved, and Peter waved back. Harry came over and clapped him on the back, saying, "I knew you had it in you!" At the very same moment, the girl from the bathroom walked by them again, finding Harry and said, "EWWW!" and ran off.

Harry glanced to Peter and said, very seriously, "Don't mention that to anyone."

Peter nodded, still watching Gwen as she walked around the corner and out of sight. Then looking back to Harry, he said, "You didn't tell me you were going to the movie with Mary Jane!"

Harry looked at him as if he was disgusted, said "EWWW!" in a high-pitched, girly voice, and ran off.


	15. Pruning the Product

Cletus Kasady was a living train wreck.

Ever since the night he'd fallen from the warehouse window, his health had slowly deteriorated. He hadn't exactly been the healthiest crook, either. He wasn't very muscular, and he had a unique case of Osteogenesis imperfecta, which meant that his bones were severely weak and were slowly wearing out.

His life had changed with the symbiote.

It was an alien from another world. It gave him the strength he needed to survive. It motivated him when he was feeling low. It was his other half, his missing link. A friend. A refuge. And like any other crackhead or junkie would have had said about them, he was addicted.

That first night, when he had escaped, he had felt on top of the world. He was going on a mental joyride that felt like he was on the clouds. And it stayed with him for days. No longer did his bones weaken - on the contrary, it felt almost as if they were becoming stronger. But he couldn't go out in the daylight. Whenever he tried, the symbiote inflicted pain on him. It seemed to be afraid of the sun. But when he didn't go out, when he began to fight it, he became weaker; it left. That stretch of time had been the worst of late; he suffered withdrawal and was bedridden. It had been all he could muster to gather up that bit of strength required to steal that money from the wrestling manager. He was lucky to have survived the attack from Hogan, that famous wrestler. But when he fell, his strength fully left him.

It was just as bad as being dead. Kasady lost consciousness for an even longer period of time. He had no dreams or nightmares. He had no thoughts. It was as if he just shut down. When he had awoken, he had no memory of what had happened.

Then the symbiote found him again.

It was as if it left him when he was weak, and returned when he needed it. Strange. But Kasady was grateful for the thing. It was a way for him to live his life without weakness..

Once it returned, and that spider-person was dead, his life picked up again. He wandered the city again, only at night, picking off insignificant wastes of human life that hindered everyone else, like the street beggars. He had never particularly liked them, and always saw them as junk, wasted opportunity to do something great. They were like rodents: everywhere. Hard to get rid of. Annoying. And always living off of something else. As time went on, he could see how this applied to almost everyone. Everyone lived off of one another. No one could survive alone. No one could be independent. It was disgusting. Not to mention boring. The symbiote slowly twisted his mind into thinking that killing was necessary. The world needed less hitchhikers and scumbags. Killing wasn't a crime to him. It was like peeling bark off of a branch to make a wooden craft. Pruning the unneeded, unneccesary material to better the product.

He saw it now as quite fun. To see them trembling in horror...fear...watching them plead for their miserable lives...something about it appealed to him.

One day, a little before first light, feeling particularly bored, he was traveling around town and came to a movie theater. Some popular movie was in big letters on the marquee; he didn't really care. They brainwashed people and took away chunks of their life, and for what? Cheap entertainment, which could easily be gotten from any other thing in the world. It was packed in the theater; many people had showed up.

The symbiote scanned the theater. Apparently James Bond had quite a cult following.

Suddenly he froze.

The symbiote was talking to him; Spider-Man was in the theater. But...how could it be possible? He had killed that bug days ago!

He secretly entered the theater. Hiding in the shadows, watching the crowd, he suddenly shattered the movie screen. Shafts of light flickered around the room. Screams filled the air. The noise was deafening to him, even though the screams weren't that loud. The symbiote was recoiling.

Somehow, he shot weblike material at the screaming people. Instantly they were quieted. He dropped to the floor, looking around at the remaining bystanders. A red-haired girl caught his eye. Two boys and another girl were behind her. One boy took the other girl out of the theater; the other boy ran out of the side entrance, leaving the girl alone.

He smiled a wicked grin.

"HARRY! HARRY!" She screamed at the fleeing boy. He grabbed her by the face, forcing her to turn toward him.

"Hello, my pretty. It's a shame your friend left…but we can have a good time…can't we?"

"I don't know…you tell ME!"

Something slammed into him. Groaning, correctly guessing what it was, he caught the figure by the neck and, quickly making a web-slingshot, he launched Spider-Man out of the building. But he spun two webs from his hands, reversing the slingshot and flying right back in at him. Spider-Man fought much more aggressively, apparently angered at Carnage's threat to the red-haired girl, who quickly ran out of the theater. He fought back just as ferociously, noting that this time, Spider-Man was much more serious.

It was ironic that just at that moment, Spider-Man chose to make a joke.

"Hey, Kool-Aid Guy! Got a drink for me?"

Carnage retaliated, "Why, yes. Do you like your own blood pouring down your throat?"

"Not really…it's too tangy for me."

They continued to brawl, as the silver screen lights went out.

* * *

Spider-Man could no longer see his foe.

His spider-sense was dormant. Walking around, he attempted to trigger it, but to no avail. He found the wall and climbed up onto it. Hoping Gwen was safe, he climbed around on the wall.

Chills crept up his back. He was, for the first time, scared. He had severely underestimated his foe. It occurred to him how he probably shouldn't have hacked the guy off as much as he did, because he might have been able to escape. But now he could tell that Carnage would die before he got out of here.

He turned just as Carnage leapt at him, launching himself at him and sending them flying. Landing on a row of chairs, he barely dodged as red knives flew at him. One managed to clip him on the arm, but it quickly healed, as it was only a small cut.

They flew through the exit door, reducing it to splinters. The sun was bright; it had already risen. Landing in the parking lot, they landed feet away from each other. Carnage screamed in pain.

The rays of the sun caught Carnage by surprise; he recoiled in agony. His red skin seemed to almost melt...

Carnage looked at the cop car lights swiftly approaching, then said to Spider-Man, "Next time I'll kill you."

He disappeared into the remaining shadows.


	16. The Halloween Party

Peter sat on a bench outside the high school. Gwen Stacy sat next to him. The two were believed to be an official couple, but they'd only hung out a few times and worked on homework together after the movie disaster - which happened to be the subject of their chat now.

"I can't believe that Harry would run off like that...he just left Mary Jane alone in the theater with that horrible thing." Gwen smirked to herself, looking into space in disbelief.

"He's easily scared." Peter attempted halfheartedly to cover for his friend.

Gwen shrugged. "I still had a good time, though..." A thought coming to the front of her mind, she said, "Hey, there's this Halloween party on the Coney Island Boardwalk this Friday. I was going to go with M.J. and Harry...but it's kind of a couples thing..."

"Wouldn't that require you to be part of a couple?" Peter asked innocently.

"Pretty much..." Her voice trailed off. She gazed into Peter's eyes. He stared right back into hers. They were like glowing green orbs, deep and insightful. Beautiful. Distracting.

Before he knew it, she was an inch away from his face. He leaned in, but just as he was about to kiss her, she turned to his ear.

"I was hoping you'd come with me."

Quickly pulling back from her face, he was slightly crestfallen, but quickly got over it. "Yeah, sure. Any particular theme?"

She smiled, fully aware of what he'd tried to do. "Just show up wearing a good costume. They're supposed to be judging near the end - I hear first place winner gets half a grand. Oh, and it's from eight to ten."

He nodded. "Oh, alright. Eight to ten." He reminded himself of the date.

The bell rang. Looking over at the main building of the school, she gathered up her things. But just before she left, she kissed him on the cheek. Glancing back one last time, she repeated, "Eight to ten."

Peter waved goodbye. As he gathered his things to go to English, he realized that he was in love with Gwen Stacy.


	17. Surprise Attack

Peter glanced at himself in the mirror.

He wore a cheap, knockoff Spider-Man costume. It was nothing much, but it was the only costume he had that he didn't have to buy. His muscular frame made it look good. Of course, it didn't look too much like his actual suit. Comparing the two, he noted that the cheaper suit seemed to have been based on pictures taken of him from a distance; it didn't have the unique, hexagonal pattern that his suit had. Also, the ''lenses'' were made of mesh, as opposed to his reflective material. But he cast off his nitpicks as he headed to the Coney Island Boardwalk.

It was a somewhat lengthy drive. Peter and May lived in Queens, and Coney Island was about twenty miles away. It was a thirty-minute drive to the boardwalk. Peter easily found a parking spot at a nearby building, since he'd left early. He found Harry and Gwen, who had dressed up respectively as a vampire and what seemed to be Marie Curie, or another famous scientist.

Upon seeing his costume, Harry nodded approvingly. "You've got the build to pull that off, man," Harry commented. "Definitely more built up than you were a few months ago - or is that fake?"

"Thanks. I was sure to take an extra steroid pill before I came," Peter replied snidely.

"Geez, sorry." Then, in a whisper to Gwen - "I seem to have struck a nerve."

They headed out onto the boardwalk, completely unaware of what was about to unfold.

* * *

Carnage waited in the shadows.

He waited to see if the boy's companions would leave. Finally, after ten minutes, the other guy left for a smoothie. Waiting until he was about to pass, he grabbed the boy and knocked him out. Then, the symbiote attached tendrils to the boy's face. Slowly, Carnage transformed into an exact duplicate of the young boy.

Getting up to leave, he looked down at the unconscious boy.

"Happy Halloween..."

* * *

Peter walked with Gwen along the boardwalk. It was about ten at the time, and Harry still had not returned from the smoothie bar.

"Do you think we should check on Harry?" Peter asked.

"No..." Gwen said distractedly. She seemed like she had something on her mind.

"Is there something wrong?"

She stepped closer to him.

"Peter," she began, "I need to tell you something I've never told anyone before. But, whatever you think about it, I want you to promise me that you won't get all freaked out by this."

"Sure. I promise."

"Okay." She took a deep breath, and to Peter's great surprise, she said, "Well...we've been hanging out for a while, and...I've had a lot of time to think about this...but I think I'm in love with you."

Peter raised his head. She had grasped his hand mid-sentence, and was looking at him with anticipation in her eyes.

"I-I don't know what to say." He let go of her hand and turned the other way. Immediately she looked sad. She began to look away, too.

Peter caught her arm. "No, no, Gwen, that's not what I meant. Actually...I feel the same way."

She looked back at him. "Really?" she said, touched and sounding much happier.

"Yeah. Really."

She leaned in, and he met her halfway; they kissed for a long time. Peter was on fire; her lips were like honey. He wrapped his arms around her waist. He kissed her back with passion, and she returned the kiss equally. They embraced for several minutes, until Harry ruined the moment by returning.

"Hey, guys - "

He paused as they broke apart. Looking extremely embarrassed, he gestured weakly at the judges' panel, which was now starting to fill up. "The judging is beginning to start. Want to enter?"

After entering, they found a bench to sit on. Gwen leaned on Peter's shoulder, holding his hand. Harry kept glancing over at them and giving them the thumbs up.

Gwen looked over at him. "Hey, Harry...where's M.J.?"

Harry looked confused for a moment. Then, he asked, "Hey, Peter. Can we talk for a brief moment?"

Peter and Harry left Gwen at the bench, and they walked into an alley farther down the boardwalk. She had the strangest feeling that something was amiss. After about five or six minutes, she got curious and walked over to the alley.

The red creature had Peter by the throat.


	18. The Contest Winner

Sensing that Carnage was about to reveal something, he immediately said to Gwen, "Go get the police! Hurry!"

Out of the corner of his eye, he saw Gwen go to get help.

"Hello, Spider-Man," Carnage growled at Peter. "Or, should I say, Peter Parker?"

"What makes you think I'm Spider-Man?" he asked, buying some time.

"When I became Carnage, I learned that this symbiote had already bonded with another life-form-"

Peter gasped. "That's a symbiote?"

Carnage nodded. "Yes. It told me once we were bonded that it had already bonded with another life-form: the spider that bit you."

Peter was shocked. Never had he heard of such a thing: a parasite that could communicate with a host. He was intimidated, but at the same time fascinated.

"That's how you found my secret identity."

"Yes. I tried to track you down at the theater, which is when the symbiote told me of its past. But you escaped...and if I remember correctly, I said I'd kill you next time."

Peter nodded. "Yeah, you did say that. But I thought you were bluffing."

"Oh, did you?" Carnage bared his teeth, which were like needles. He raised a talon and swiped at Peter.

Something caught his wrist.

Flash Thompson, also dressed in a Spider-Man costume, held Carnage's wrist firmly. He was squeezing it as hard as he could. Carnage yelled at him, but Flash still maintained his hold.

"I'm always here to help a fellow Spidey fan," he said to Peter. "But don't tell anyone about this. Now scram!"

Carnage dropped Peter, who looked for an opening to attack him.

Flash noticed. Gesturing to Peter, he yelled, "Go, dude! I got this!" Putting Carnage in a full nelson, he wrestled him to the ground. For a regular guy, Flash was dealing big blows to Carnage, and he seemed to be winning the brawl. But then, Carnage gained the upper hand and swung Flash in a circle, over and over, then proceeding to fling him over the buildings and into the water nearby. Peter quickly webbed him to a wooden column supporting the boardwalk. Turning back to Carnage, he saw that the red-suited figure was gone.

The large crowd was in a panic. Everyone was leaving at the same time. Rushing back to the judges' panel, he saw that they were all cowering behind the desk. He caught a fleeting glimpse of something flying off into the night. Walking around to one of the judges, he got their attention.

"Where did that red guy go?"

The judge calmed down. Standing up, he pointed northeast of their location, and then added, "He took two people with him. A guy and a girl."

Peter froze. "Did the girl have blond hair?"

"Yeah."

"And the guy had an expensive haircut and a letter jacket?"

"I think so."

"Harry and Gwen."

Ripping off the fake suit, his true suit lay underneath. The judge saw it and immediately said, "Wait a second! I think we have our winner!"

Turning to face the empty boardwalk, he lamented, "Oh, nobody's here. Well, I guess you get the medal, then..."

The guy was gone.

The judge froze, and then replaced the medal.

"So much for winning half a grand..."


	19. A Creature From Another World

The fragment of red-black symbiote was a lot more active than Peter thought.

Flash had ripped it off of Carnage during the fight, and he'd scooped it up quickly. Taking it to his house, he was running experiments on it.

When he came home, the news was on. At the bottom of the screen, the words **TWO MORE DISAPPEARANCES FROM CONEY ISLAND - RED MONSTER TERRORIZES HALLOWEEN PARTY** scrolled along. Captain George Stacy, who aided Spider-Man quite often during his crime-fighting sprees and always was the first one to the crime scenes, was the focus of tonight's story.

"As long as my daughter is in the hands of that animal, I will not rest until it is either caught or behind bars. Nothing further."

The newscaster came back on. "Citizens, be warned that this is a dangerous being that must not be approached on any circumstance. We do not have any confirmation if vigilante Spider-Man plans to get involved as of yet. Back to you, Ned."

He had to work fast.

Immediately the computer told him it was a symbiote. But it was a weaker symbiote, and an unclassified one. It seemed to dissolve when exposed to extreme heat...which explained Carnage's melting act when they left the theater; also, it was, to a lesser degree, vulnerable to extreme sound. Further tests told him that it still had DNA from three sources. One was primitive and weak, and it was beginning to decompose. Contained within this DNA was a smaller portion - one much stronger, however.

The biggest DNA sample was all over the fragment. He did not have the technology to tell whose DNA it was, so he did the only thing possible to figure it out.

He put it on himself.

Wearing his suit over himself, he attached it to his mask. He had already discovered that the symbiote was strongest when attached to actual human skin, but could still easily communicate when not in contact with it. The symbiote conferred briefly with him.

It told him about what it was. He learned that it came from a distant galaxy, and that there were more of its kind. More powerful than itself. It was indeed a parasite, but as time went on, it took control of its host, and the host began to depend on it for survival. It would become so powerful that the host became the parasite.

But that wasn't all. There was a supreme symbiote in that distant galaxy. It was feared above all other symbiotes. It carried powers greater than any other living thing. And, according to the symbiote, it was planning to come here soon.

But the biggest bombshell was the symbiote's parting words: The most recent host it had bonded with was Cletus Kasady.


	20. The Final Showdown

The journey was short.

The symbiote sample he'd studied had massive readings on his personal tracking devices he'd created, called Spider-Tracers. They were primitive but effective tracers that could lead him to Carnage's whereabouts, seeing as they contained traces of the symbiote at the current moment. Like a bloodhound, it could effectively find Carnage from miles away.

They led him to an old, abandoned building that was falling apart. It looked almost like a haunted house, but a billion times more scary and ominous, even at twilight. But it seemed familiar.

He looked around. Then he saw a sign, just as old as the building, its faded letters reading WELCOME TO NEW YORK TESTAMENTS.

The testaments, from what Peter could remember, were the poorest part of the town. They were near Brooklyn, and lots of druggies and criminals often hid here to evade the law. It was the scariest place in town, and nobody wanted to ever go near there.

Great.

He approached the building with caution. Opening the door, it crumbled at his touch. He walked inside, and an iron gate slammed down behind him.

No turning back now.

He turned left at the hallway, glancing down it. He recoiled at what he saw.

Dead bodies hung from the ceiling on thick ropes of red webbing. He saw people that he had seen around town…even some that he'd saved before. They were in rows along the walls, covering up the wooden planks. And there were a lot of them. It was grisly just looking at them. Apparently, these were the missing people on the news.

This was surely Carnage's turf.

He got deeper into the house. Blood stained the walls. The row of bodies ended after a while, but they were replaced by a message, the same message, written over and over along the halls:

CARNAGE!

At the end of that hall, another message was written that was different.

HELLO, SPIDER-MAN. I HOPE YOU'RE READY TO DIE.

There was a door in front of him. He opened it, not wanting to look at anything else of the sort.

A large room, with curved staircases on either side that led up to a balcony, was revealed. It was almost like an auditorium or a theater. The room was empty except for a few oil paintings of people. He had seen these in movies, and always had been freaked out at how their eyes seemed to follow him. But when he tried, they did nothing. Messages were, again, written on these portraits, and they went along the lines of SPIDER-MAN, I'M GOING TO KILL YOU.

Examining one, he noticed how it looked familiar. A man was wearing military fatigues that seemed to be from the early twentieth century. Upon a closer view, he saw a description of the portrait.

_Composed 1914, Army Lt. John Parker – Painted by Harriet Parker_

He looked up at the man again. Then he realized that the man looked like him. But he'd heard that name from somewhere else…John Parker was Uncle Ben's great-great-great grandfather. Uncle Ben would tell the occasional story of Papa John's war battles to Peter when he was a kid.

He came face-to-face with John.

Suddenly, a large red hand snatched him by the face. He was lifted violently into the air, and through the ceiling. He landed in another room above the auditorium that looked like a pigsty. It smelled of rotting meat. Large red cocoons were suspended from the ceiling – two.

"Happy to see your friends, Parker?" Carnage taunted him. "Don't worry…they're still alive, for now. But, when I kill you, they will hang with you!"

"Actually, I've heard that a lot. But, you know something I've noticed each time?" Peter said, as he swung up onto the ceiling.

"Hit me with it!"

"It's never actually happened!" He swung into Carnage, knocking him back down into the auditorium.

"Well, if you intend to survive, I'd rescue your friends first. They're slowly suffocating, and they haven't got long!" Carnage lunged for him. Peter dodged, and while landing on the opposite wall, he had full view of the balcony.

Apparently it wasn't empty. Instruments were scattered along the balcony's floor, rusty, but still seemingly in good condition. He swung over to it and picked up an instrument. Cleaning it off, he raised his mask and blew for all he was worth.

The noise made Carnage recoil. He screamed in pain…but it didn't seem to do any damage. Carnage shot a glob of red webbing at him, and it caught the saxophone by the mouthpiece and stuck it to the wall.

"So, you've found a weakness of mine, have you?" Carnage said irritably. "No matter…sound won't do any real damage to me anyway…"

"That's right," Peter said. "But you have another weakness."

Carnage froze. "How could you possibly-"

"-know what your weakness is?" Peter asked. "My schoolmate Flash attacked you at the boardwalk. He ripped off a piece of that symbiote you're wearing, Kasady. And now that I know how to defeat you, I'll make sure that you don't walk these streets again!"

"Wait…you were that young lad that pushed me from the warehouse, weren't you? I murdered your uncle…when I was a cowardly, low thug, no less…"

"Just you wait until I get my hands on you. You won't be talking so sweet when I rip your lungs out!"

"Oh, but you wouldn't want me to hurt your friends, would you?"

He shot two webs into the other room, snagging the cocoons. Pulling on the webs, he broke the ones attaching them to the ceiling and swung them down into the auditorium. Grabbing the cocoons in his large hands, he held them up.

"Oh, I'm sure you wouldn't want me to lay a hand on them…" He twisted them sharply, and the cocoons fell away, revealing Gwen and Harry.

"You leave them alone, NOW!" Peter cried.

"Not yet, Spider…" Carnage smiled. Webbing Peter's hands to the far wall so that he couldn't possibly get them off, he grabbed his friends.

"NOOOOOO!" Peter screamed. He tried to wrench his hands out of the webs.

"A shame that they must die, but you've given me no choice!" Carnage said, trying to sound grieved, but in reality coming across as gleeful. He raised his claw just as Peter broke free of the webs. Catapulting himself across the room, he changed position in midair, so that he kicked Carnage in the face with a lot of force. Carnage dropped Harry and Gwen. Peter picked him up and ripped off the symbiote from Kasady's face.

He was smiling a wicked grin. It was the same face as when he'd pursued Kasady in the warehouse, only much more wicked and evil. He was paler, and his eyes were deep red.

"I should kill you now, you murdering, evil, maniacal fiend!" Peter yelled into his face. He threw Carnage into the wall. Jumping down to finish him off, he was caught off guard as Carnage threw a punch that knocked him off his feet. He continued to beat the living snot out of Peter, not letting him get up at all and viciously attacking anywhere he could reach. He stabbed Peter multiple times in the chest. Grabbing Peter's face, he returned the favor by ripping off his mask.

Peter was almost unconscious. He had been beaten to within an inch of his life.

"You say you will kill me? Well, I disagree. People like you aren't needed for long by this society anyway…"

"What's your plan? Why are you killing people?" Peter barely got out.

"For fun." He threw Peter into the other wall.

"Just wait until I sink my claws into your friends…I will cut out the boy's lungs for my supper-"

"No!"

"-and the girl will be a treat, no doubt…she will be a fun and easy kill-"

The boy stopped trembling. He looked up at Carnage, and what was on his face was nothing more than pure fury. His teeth were bared and his eyes were full of hatred. Getting up slowly, he staggered a moment, but quickly stood up. Limping, he slowly approached Carnage.

"_What…did…you…say?"_

"It seems as if I've struck a nerve!" Carnage joked. But underneath the mocking tone, Peter could hear a bit of nervousness.

Like a zombie, Peter dragged himself towards Carnage. The red villain backed up uneasily.

Then Peter lunged.

Just as ferociously as Carnage, Peter began to beat up Carnage. However, this time Peter held nothing back. He effortlessly blocked Carnage's punches, giving Carnage brutal blows that would have killed a normal person. Finally, grabbing Carnage's neck, he hauled him up to face level.

"You…will…not…lay…one…finger…ON…THEM!" He swung Carnage into the walls, which crumbled upon contact.

A bright light then beamed at him. Looking at it, he was temporarily blinded. But recognizing it, he grabbed Carnage.

Peter swung onto the balcony. Breaking a window, he webbed Carnage to the large frame. Making sure he would not escape, he backed up.

Kasady was in full view of the sun. It was fully risen now, and already hot outside. Kasady screamed in pain. The symbiote began to melt again. This time, it came fully off. Not a drip was left on him. Kasady couldn't bear it. He roared in agony.

"How do you like the pain?" Peter said to himself.

Looking around, he decided it was time to leave. Grabbing the unconscious Gwen and Harry, he swung through another window and out of sight.


	21. Aftermath

"Thanks, Spidey," Harry said, as Peter put him down on his dad's balcony. "I don't think we'd have made it out of there alive."

"Sure, no problem," Peter said, trying to make his voice sound different.

"Thank you, Spider-Man," Gwen said, squeezing him tight.

"Back off, Spidey, she's got a boyfriend," Harry said.

He let Gwen go, putting his hands up in mock resign. Captain Stacy burst through a hatch in the ceiling, hugging Gwen tightly. He took her down to the elevator, and then came back up.

"Thank you, young man." He nodded at the captain. "You've done a lot to clean up this city, and I appreciate you for that. God bless you."

Harry went down with the captain. When they were gone, Peter sighed. Then, turning, he jumped off the building and swung off into the sun.

Suddenly, his Spider-Sense went off…

END


End file.
